Devex’s post...30 Dec 2018 16:55
I write tentatively - will this thread be infected by a virus as well? Anyway - here goes
Understandably we are all trying to put the pieces together, and there are key missing links. Obviously the Hope/OMF defence - but also detail of a) the FRR claim for damages and b) the outcome of the FRR discovery request (or perhaps more importantly the link to any information already in FRR hands). The claim detail has presumably already been seen by Hope/OMF legal team.
I see some speculate that this all seemed last minute actions by FRR. I don’t agree on that.
The terms of the loan notes are indeed very onerous, but were agreed when the SP had crashed in 2016 and the company was on the edge. I guess there was a sense that Hope might be reasonable with his powers - but I also suspect there was view to deal with that later - once they had seen how it would work in practice. The Zaza $5 million was probably the acid test - linked to the loan brokered by WHI. The £10 million threshold turned out to be a poison chalice as Hope made sure he vetoed attempts to raise it (noting of course that share headroom of 1.5 billion shares exists right now).
I think the emails offered to the court were simply just enough to trigger the injunction. No doubt there will have also been verbal submission. The first request for payment was 27/9, the last 10/11. Not one single response from the directors or Lev is shown – apart from the acknowledgement on 2nd October by Giorgi Kalandarishvili. In my view they deliberately and clearly decided what they were going to do, and the thought of paying cash or transferring shares - just to then get the Baker Hughes and US Financing deals vetoed - convinced them to start to lance the boil.
Also the court papers we have seen make no reference to how the claim for $56 million is arrived at - and would never justify a claim anyway near that size. The emails of course make no reference at all to BH commercials or the $60 million US finance proposal (for me the two go hand in hand). I wonder if Hope/OMF had already vetoed these as well - or at least registered his intent to veto. As I mentioned yesterday the Articles clearly state that a director cannot vote upon an issue where he/she has a vested interest, and indeed the other directors can vote to remove another director as long as they are unanimous.
So they use the injunction to park the Hope/OMF intent - and freeze the action - whilst the other directors progress the main deals. Whilst the full detail of the claim for damages, plus the discovery trail, is aimed at prompting an out of court settlement.
Maybe wishful thinking - but I certainly believe the sequence of events I have described are very likely. Whether it all works or not remains to be seen.
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